REITs Executive Compensation Guide

Post-Retirement Benefit Tables The following tables are required to be included with respect to pension plans and nonqualified deferred compensation plans. However, most REITs do not provide their NEOs with these post-retirement benefits, and, as a result, the disclosure is not included in their proxy statements. Neither of the following tables are required for smaller reporting companies or emerging growth companies: Pension Benefits Table 24 The Pension Benefits Table requires disclosure of the actuarial present value of accumulated pension benefits under each tax-qualified and nonqualified defined benefit pension plans. Nonqualified Deferred Compensation Table 25 The Nonqualified Deferred Compensation Table requires disclosure, on a plan-by-plan basis, regarding contributions, earnings and withdrawals and account balances that have accumulated for each nonqualified deferred compensation plan or arrangement during the last fiscal year. Narrative Disclosure The Summary Compensation Table and Grant of Plan-Based Awards Table should be accompanied by appropriate narrative disclosure that provides additional material factors necessary to understand and give context to the quantitative information presented in the tables. This disclosure often includes summaries of the material terms of employment agreements, explanations of the split in cash compensation between salary and bonus, the material terms of equity or non-equity incentive plans, the material terms of awards, and explanations of any perquisites provided to the NEOs. This narrative disclosure differs from CD&A because it focuses on the specific information necessary to understand the tables as opposed to the objectives and design of the company’s overall compensation program. The two post-retirement benefit plan tables also require narrative disclosure to provide the material terms of the relevant benefit plans.

Equity Compensation Tables The following tables give additional color to the information in the Summary Compensation Table with respect to equity awards and non-equity incentive plan awards. Of these three tables, only the outstanding equity awards table is required for smaller reporting companies and emerging growth companies. Grant of Plan-Based Awards Table 21 The Grant of Plan-Based Awards Table requires a company to disclose each non-equity incentive plan award and each equity award for the NEO during the last fiscal year. The table supplements information regarding non-equity incentive plan compensation and equity compensation reported in the Summary Compensation Table. A company must disclose the number of shares of stock or units comprising the underlying award granted, as well as additional information about the terms of the awards, including estimated future payouts for both equity and non-equity incentive plan awards. In addition, a company must disclose the grant date fair value of each equity award granted during the last completed fiscal year. The purpose of the Outstanding Equity Awards at Fiscal Year-End Table is to provide investors with an understanding of the unrealized value of each NEO’s outstanding equity awards. Companies are required to disclose the number of shares of stock and stock options, and associated values, granted to each NEO that remain unvested or unexercised. The awards must be disclosed on a grant-by-grant basis. Option Exercises and Stock Vested Table 23 The Option Exercises and Stock Vested Table requires disclosure, on an aggregated basis, of the amounts realized by each NEO upon the vesting of stock awards and exercise of stock options during the last completed fiscal year. Outstanding Equity Awards at Fiscal Year-End Table 22

21 See Item 402(d) of Regulation S-K. 22 See Item 402(f) of Regulation S-K. 23 See Item 402(g) of Regulation S-K. 24 See Item 402(h) of Regulation S-K. 25 See Item 402(i) of Regulation S-K.

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